Notice2024-26416
Self-Regulatory Organizations; MEMX LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Exchange's Fee Schedule Concerning Equities Transaction Pricing
Primary source
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Published
November 14, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 89 Issue 220 (Thursday, November 14, 2024)</title>
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[Federal Register Volume 89, Number 220 (Thursday, November 14, 2024)]
[Notices]
[Pages 90139-90143]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-26416]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-101556; File No. SR-MEMX-2024-44]
Self-Regulatory Organizations; MEMX LLC; Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change To Amend the
Exchange's Fee Schedule Concerning Equities Transaction Pricing
November 7, 2024.
Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that, on October 31, 2024, MEMX LLC (``MEMX'' or the ``Exchange'')
filed with the Securities and Exchange Commission (the ``Commission'')
the proposed rule change as described in Items I, II, and III below,
which Items have been prepared by the Exchange. The Commission is
publishing this notice to solicit comments on the proposed rule change
from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange is filing with the Commission a proposed rule change
to amend the Exchange's fee schedule applicable to Members \3\ (the
``Fee Schedule'') pursuant to Exchange Rules 15.1(a) and (c). The
Exchange proposes to implement the changes to the Fee Schedule pursuant
to this proposal immediately. The text of the proposed rule change is
provided in Exhibit 5.
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\3\ See Exchange Rule 1.5(p).
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II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of the proposed rule change is to amend the Fee
Schedule to: (i) modify the required criteria under Liquidity Provision
Tier 2; and (ii) modify the Cross Asset Tiers by eliminating Cross
Asset Tiers 1 and 2 and renaming the current Cross Asset Tier 3 as
Cross Asset Tier 1, as further described below.
The Exchange first notes that it operates in a highly competitive
market in which market participants can readily direct order flow to
competing venues if they deem fee levels at a particular venue to be
excessive or incentives to be insufficient. More specifically, the
Exchange is only one of 16 registered equities exchanges, as well as a
number of alternative trading systems and other off-exchange venues, to
which market participants may direct their order flow. Based on
publicly available information, no single registered equities exchange
currently has more than approximately 14% of the total market share of
executed volume of equities trading.\4\ Thus, in such a low-
concentrated and highly competitive market, no single equities exchange
possesses significant pricing power in the execution of order flow, and
the Exchange currently represents approximately 2% of the overall
market share.\5\ The Exchange in particular operates a ``Maker-Taker''
model whereby it provides rebates to Members that add liquidity to the
Exchange and charges fees to Members that remove liquidity from the
Exchange. The Fee Schedule sets forth the standard rebates and fees
applied per share for orders that add and remove liquidity,
respectively. Additionally, in response to the competitive environment,
the Exchange also offers tiered pricing, which provides Members with
opportunities to qualify for higher rebates or lower fees where certain
volume criteria and thresholds are met. Tiered pricing provides an
incremental incentive for Members to strive for higher tier levels,
which provides increasingly higher benefits or discounts for satisfying
increasingly more stringent criteria.
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\4\ Market share percentage calculated as of October 30, 2024.
The Exchange receives and processes data made available through
consolidated data feeds (i.e., CTS and UTDF).
\5\ Id.
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[[Page 90140]]
Liquidity Provision Tier 2
The Exchange currently provides a standard rebate of $0.0015 per
share for executions of orders in securities priced at or above $1.00
per share that add displayed liquidity to the Exchange (such orders,
``Added Displayed Volume'').\6\ The Exchange also currently offers
Liquidity Provision Tiers 1-5, among other volume-based tiers, under
which a Member may receive an enhanced rebate for executions of Added
Displayed Volume by achieving the corresponding required volume
criteria for each such tier. The Exchange now proposes to modify the
required criteria under Liquidity Provision Tier 2,\7\ as further
described below.
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\6\ The base rebate for executions of Added Displayed Volume is
referred to by the Exchange on the Fee Schedule under the existing
description ``Added displayed volume'' with a Fee Code of ``B'',
``D'' or ``J'', as applicable, on execution reports.
\7\ The pricing for Liquidity Provision Tier 2 is referred to by
the Exchange on the Fee Schedule under the existing description
``Added displayed volume, Liquidity Provision Tier 2'' with a Fee
Code of ``B2'', ``D2'', or ``J2'', as applicable, to be provided by
the Exchange on the monthly invoices provided to Members.
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The Exchange currently provides an enhanced rebate of $0.0032 per
share for executions of Added Displayed Volume for Members that qualify
for Liquidity Provision Tier 2 by achieving (1) an ADAV \8\ that is
equal to or greater than 0.20% of the TCV \9\ in securities priced at
or above $1.00 per share and an ADV \10\ that is equal to or greater
than 0.40% of the TCV in securities priced at or above $1.00 per share;
or (2) a Step-Up ADAV \11\ from June 2024 (excluding Retail Orders)
that is equal to or greater than 0.05% of the TCV in securities priced
at or above $1.00 per share and an ADAV (excluding Retail Orders) that
is equal to or greater than 0.20% of the TCV in securities priced at or
above $1.00 per share; or (3) an ADAV that is equal to or greater than
0.30% of the TCV. Now, the Exchange proposes to modify alternative
criteria (1) of Liquidity Provision Tier 2, such that a Member may
qualify for such alternative criteria (1) by achieving an ADAV that is
equal to or greater than 0.20% of the TCV and an ADV that is equal to
or greater than 0.50% of the TCV. Thus, the Exchange is proposing to
keep the existing alternative criteria (2) and (3) intact without
changes while modifying the current alternative criteria (1) such that
the TCV calculation includes all securities, not just those priced at
or above $1.00 per share, and the ADV requirement in the second half of
the criteria is increased from 0.40% of the TCV to 0.50% of the TCV.
The Exchange is not proposing to change the rebate provided under
Liquidity Provision Tier 2.
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\8\ As set forth on the Fee Schedule, ``ADAV'' means the average
daily added volume calculated as the number of shares added per day,
which is calculated on a monthly basis, and ``Displayed ADAV'' means
ADAV with respect to displayed orders.
\9\ As set forth on the Fee Schedule, ``TCV'' means total
consolidated volume calculated as the volume reported by all
exchanges and trade reporting facilities to a consolidated
transaction reporting plan for the month for which the fees apply.
\10\ As set forth on the Fee Schedule, ``ADV'' means average
daily volume calculated as the number of shares added or removed,
combined, per day, which is calculated on a monthly basis.
\11\ As set forth on the Fee Schedule, ``Step-Up ADAV'' means
ADAV in the relevant baseline month subtracted from current ADAV.
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The tiered pricing structure for executions of Added Displayed
Volume under the Liquidity Provision Tiers provides an incremental
incentive for Members to strive for higher volume thresholds to receive
higher enhanced rebates for such executions and, as such, is intended
to encourage Members to maintain or increase their order flow,
primarily in the form of liquidity-adding volume, to the Exchange,
thereby contributing to a deeper and more liquid market to the benefit
of all Members and market participants. The Exchange believes that the
proposed changes to Liquidity Provision Tier 2 reflect a reasonable and
competitive pricing structure that is right-sized and consistent with
the Exchange's overall pricing philosophy of encouraging added and/or
displayed liquidity. Specifically, the Exchange believes that, after
giving effect to the proposed changes described above, the rebate for
executions of Added Displayed Volume provided under Liquidity Provision
Tier 2 remains commensurate with the corresponding required criteria
under each such tier and is reasonably related to the market quality
benefits that such tier is designed to achieve.
Cross Asset Tiers
The Exchange currently offers Cross Asset Tiers 1-3 under which a
Member may receive an enhanced rebate for executions of Added Displayed
Volume in securities priced at or above $1.00 per share by achieving
the corresponding required volume criteria for such tier on the
Exchange's equity options platform, MEMX Options. The Exchange now
proposes to modify the Cross Asset Tiers by eliminating Cross Asset
Tiers 1 and 2 and renaming the current Cross Asset Tier 3 to become
Cross Asset Tier 1.
With respect to the current Cross Asset Tiers 1 and 2, under Cross
Asset Tier 1, the Exchange provides an enhanced rebate of $0.0033 per
share for executions of Added Displayed Volume for Members that qualify
for such tier by achieving an Options ADAV \12\ in the Market Maker
\13\ capacity that is equal to or greater than 250,000 contracts on
MEMX Options and an ADAV on MEMX Equities that is equal to or greater
than 0.30% of the TCV. Under the current Cross Asset Tier 2, the
Exchange provides an enhanced rebate of $0.0027 per share for
executions of Added Displayed Volume for Members that qualify for such
tier by achieving an Options ADAV in the Market Maker capacity that is
equal to or greater than 125,000 contracts on MEMX Options. The
Exchange now proposes to eliminate Cross Asset Tiers 1 and 2, as the
Exchange no longer wishes to, nor is it required to, maintain such
tiers.
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\12\ As set forth on the Fee Schedule, a Member's ``Options
ADAV'' for purposes of equities pricing means the average daily
added volume calculated as a number of contracts added on MEMX
Options per day by the Member, which is calculated on a monthly
basis.
\13\ As set forth on the MEMX Options Fee Schedule, ``Market
Maker'' applies to any order for the account of a registered Market
Maker. ``Market Maker'' shall have the meaning set forth in Rule
16.1 of the MEMX Rulebook.
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With respect to the current Cross Asset Tier 3, the Exchange
currently provides an enhanced rebate of $0.0026 per share for
executions of Added Displayed Volume for Members that qualify for such
tier by achieving an Options ADAV in the Customer \14\ and/or
Professional \15\ capacity that is equal to or greater than 20,000
contracts on MEMX Options. The Exchange is not proposing to change the
rebate provided or the required criteria under this tier, however,
given the elimination of Cross Asset Tiers 1 and 2, the Exchange is
proposing to re-number the current Cross Asset Tier 3 as Cross Asset
Tier 1.\16\
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\14\ As set forth on the MEMX Options Fee Schedule, ``Customer''
applies to any order for the account of a Priority Customer.
Priority Customer shall have the meaning set forth in Rule 16.1 of
the MEMX Rulebook.
\15\ As set forth on the MEMX Options Fee Schedule,
``Professional'' applies to any order for the account of a
Professional.
\16\ Currently, as noted on the Fee Schedule, Members that
qualify for Cross Asset Tier 3 based on activity in a given month
will also receive that associated Cross Asset Tier 3 rebate during
the following month. Given the Exchange is proposing to re-name this
tier Cross Asset Tier 1 and leave it otherwise unchanged, it will
update the note under the table to read: ``Members that qualify for
Cross Asset Tier 1 based on activity in a given month will also
receive that associated Cross Asset Tier 1 rebate during the
following month.''
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2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of section 6 of the Act,\17\ in general, and with
sections 6(b)(4) and 6(b)(5) of the Act,\18\ in particular, in that
[[Page 90141]]
it provides for the equitable allocation of reasonable dues, fees and
other charges among its Members and other persons using its facilities
and is not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
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\17\ 15 U.S.C. 78f.
\18\ 15 U.S.C. 78f(b)(4) and (5).
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As discussed above, the Exchange operates in a highly fragmented
and competitive market in which market participants can readily direct
order flow to competing venues if they deem fee levels at a particular
venue to be excessive or incentives to be insufficient, and the
Exchange represents only a small percentage of the overall market. The
Commission and the courts have repeatedly expressed their preference
for competition over regulatory intervention in determining prices,
products, and services in the securities markets. In Regulation NMS,
the Commission highlighted the importance of market forces in
determining prices and SRO revenues and also recognized that current
regulation of the market system ``has been remarkably successful in
promoting market competition in its broader forms that are most
important to investors and listed companies.'' \19\
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\19\ Securities Exchange Act Release No. 51808 (June 9, 2005),
70 FR 37496, 37499 (June 29, 2005).
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The Exchange believes that the ever-shifting market share among the
exchanges from month to month demonstrates that market participants can
shift order flow or discontinue to reduce use of certain categories of
products, in response to new or different pricing structures being
introduced into the market. Accordingly, competitive forces constrain
the Exchange's transaction fees and rebates, and market participants
can readily trade on competing venues if they deem pricing levels at
those other venues to be more favorable. The Exchange believes the
proposal reflects a reasonable and competitive pricing structure
designed to encourage market participants to strive for higher volume
on the Exchange, which the Exchange believes would promote price
discovery and enhance liquidity and market quality on the Exchange to
the benefit of all Members and market participants.
The Exchange notes that volume-based incentives (such as Liquidity
Provision Tiers and Cross Asset Tiers) have been widely adopted by
exchanges (including the Exchange), and are reasonable, equitable, and
not unfairly discriminatory because they are open to all members on an
equal basis and provide additional benefits or discount that are
reasonably related to the value to an exchange's market quality
associated with higher levels of market activity, such as higher levels
of liquidity provision and/or growth patterns, and the introduction of
higher volumes of orders into the price and volume discovery process.
The Exchange believes that the proposed changes to the required
criteria under Liquidity Provision Tier 2 are reasonable, equitable and
not unfairly discriminatory because, as described above, such changes
are available to all Members on an equal basis, and, are designed to
encourage Members to maintain or increase their order flow, including
in the form of displayed, liquidity-adding, orders to the Exchange in
order to qualify for an enhanced rebate, as applicable, thereby
contributing to a deeper, more liquid and well balanced market
ecosystem on the Exchange to the benefit of all Members and market
participants.
The Exchange believes the proposed change to eliminate Cross Asset
Tiers 1 and 2 and renumber the existing Cross Asset Tier 3 to Cross
Asset Tier 1 is reasonable because, as noted above, the Exchange is not
required to maintain such tiers and the opportunity to qualify for the
former Cross Asset Tier 3, now Cross Asset Tier 1, continues to be
equally available to all Members, and continues to provide Members with
an incremental incentive to achieve certain volume thresholds on the
Exchange and on MEMX Options, thereby contributing to a deeper, more
liquid and well balanced market ecosystem on the Exchange to the
benefit of all Members and market participants.
For the reasons discussed above, the Exchange submits that the
proposal satisfies the requirements of sections 6(b)(4) and 6(b)(5) of
the Act \20\ in that it provides for the equitable allocation of
reasonable dues, fees and other charges among its Members and other
persons using its facilities and is not designed to unfairly
discriminate between customers, issuers, brokers, or dealers. As
described more fully below in the Exchange's statement regarding the
burden on competition, the Exchange believes that its transaction
pricing is subject to significant competitive forces, and that the
proposed fees and rebates described herein are appropriate to address
such forces.
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\20\ 15 U.S.C. 78f(b)(4) and (5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposal will result in any
burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. Instead, as discussed above,
the proposal is intended to incentivize market participants to direct
additional order flow to the Exchange, which the Exchange believes
would promote price discovery and enhance liquidity and market quality
on the Exchange to the benefit of all Members and market participants.
As a result, the Exchange believes the proposal would enhance its
competitiveness as a market that attracts actionable orders, thereby
making it a more desirable destination venue for its customers. For
these reasons, the Exchange believes that the proposal furthers the
Commission's goal in adopting Regulation NMS of fostering competition
among orders, which promotes ``more efficient pricing of individual
stocks for all types of orders, large and small.'' \21\
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\21\ See supra note 19.
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Intramarket Competition
As discussed above, the Exchange believes that the proposal would
maintain a tiered pricing structure that is still consistent with the
Exchange's overall pricing philosophy of encouraging added and/or
displayed liquidity and would incentivize market participants to direct
additional order flow to the Exchange through volume-based tiers,
thereby enhancing liquidity and market quality on the Exchange to the
benefit of all Members, as well as enhancing the attractiveness of the
Exchange as a trading venue, which the Exchange believes, in turn,
would continue to encourage market participants to direct additional
order flow to the Exchange. Greater liquidity benefits all Members by
providing more trading opportunities and encourages Members to send
additional orders to the Exchange, thereby contributing to robust
levels of liquidity, which benefits all market participants.
The Exchange does not believe that the proposed changes would
impose any burden on intramarket competition because such changes will
incentivize members to submit additional order flow, thereby
contributing to a more robust and well-balanced market ecosystem on the
Exchange to the benefit of all Members as well as enhancing the
attractiveness of the Exchange as a trading venue, which the Exchange
believes, in turn, would continue to encourage market participants to
direct additional order flow to the Exchange. Greater liquidity
benefits all Members by providing more trading opportunities and
encourages Members to send additional orders to
[[Page 90142]]
the Exchange, thereby contributing to robust levels of liquidity, which
benefits all market participants. The opportunity to qualify for the
modified Liquidity Provision Tier 2 and re-numbered Cross Asset Tier 1,
and thus receive the corresponding enhanced rebates, as applicable,
would be available to all Members that meet the associated volume
requirements in any month. As described above, the Exchange believes
that the required criteria under each such tier are commensurate with
the corresponding rebate under such tier and are reasonably related to
the enhanced liquidity and market quality that such tier is designed to
promote. For the foregoing reasons, the Exchange believes the proposed
changes would not impose any burden on intramarket competition that is
not necessary or appropriate in furtherance of the purposes of the Act.
Intermarket Competition
As noted above, the Exchange operates in a highly competitive
market in which market participants can readily direct order flow to
competing venues if they deem fee levels at a particular venue to be
excessive or incentives to be insufficient. Members have numerous
alternative venues that they may participate on and direct their order
flow to, including 15 other equities exchanges and numerous alternative
trading systems and other off-exchange venues. As noted above, no
single registered equities exchange currently has more than
approximately 14% of the total market share of executed volume of
equities trading. Thus, in such a low-concentrated and highly
competitive market, no single equities exchange possesses significant
pricing power in the execution of order flow. Moreover, the Exchange
believes that the ever-shifting market share among the exchanges from
month to month demonstrates that market participants can shift order
flow or discontinue to reduce use of certain categories of products, in
response to new or different pricing structures being introduced into
the market. Accordingly, competitive forces constrain the Exchange's
transaction fees and rebates and market participants can readily choose
to send their orders to other exchange and off-exchange venues if they
deem fee levels at those other venues to be more favorable. As
described above, the proposed changes represent a competitive proposal
through which the Exchange is seeking to incentivize market
participants to direct additional order flow to the Exchange through
volume-based tiers, which have been widely adopted by exchanges,
including the Exchange. Accordingly, the Exchange believes the proposal
would not burden, but rather promote, intermarket competition by
enabling it to better compete with other exchanges that offer similar
pricing structures and incentives to market participants.
Additionally, the Commission has repeatedly expressed its
preference for competition over regulatory intervention in determining
prices, products, and services in the securities markets. Specifically,
in Regulation NMS, the Commission highlighted the importance of market
forces in determining prices and SRO revenues and, also, recognized
that current regulation of the market system ``has been remarkably
successful in promoting market competition in its broader forms that
are most important to investors and listed companies.'' \22\ The fact
that this market is competitive has also long been recognized by the
courts. In NetCoalition v. SEC, the D.C. Circuit stated as follows:
``[n]o one disputes that competition for order flow is `fierce.' . . .
As the SEC explained, `[i]n the U.S. national market system, buyers and
sellers of securities, and the broker-dealers that act as their order-
routing agents, have a wide range of choices of where to route orders
for execution'; [and] `no exchange can afford to take its market share
percentages for granted' because `no exchange possesses a monopoly,
regulatory or otherwise, in the execution of order flow from broker
dealers' . . . .''.\23\ Accordingly, the Exchange does not believe its
proposed pricing changes impose any burden on competition that is not
necessary or appropriate in furtherance of the purposes of the Act.
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\22\ See supra note 19.
\23\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010)
(quoting Securities Exchange Act Release No. 59039 (December 2,
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSE-2006-21)).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to section
19(b)(3)(A)(ii) of the Act \24\ and Rule 19b-4(f)(2) \25\ thereunder.
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\24\ 15 U.S.C. 78s(b)(3)(A)(ii).
\25\ 17 CFR 240.19b-4(f)(2).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#e391968f86ce808c8e8e868d9790a3908680cd848c95"><span class="__cf_email__" data-cfemail="95e7e0f9f0b8f6faf8f8f0fbe1e6d5e6f0f6bbf2fae3">[email protected]</span></a>. Please include
file number SR-MEMX-2024-44 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-MEMX-2024-44. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for website viewing and
printing in the Commission's Public Reference Room, 100 F Street NE,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. Do not
include personal identifiable information in submissions; you should
submit only information
[[Page 90143]]
that you wish to make available publicly. We may redact in part or
withhold entirely from publication submitted material that is obscene
or subject to copyright protection. All submissions should refer to
file number SR-MEMX-2024-44 and should be submitted on or before
December 5, 2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\26\
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\26\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-26416 Filed 11-13-24; 8:45 am]
BILLING CODE 8011-01-P
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